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HomeMy WebLinkAboutNuQuo 2017-18NuQuo Services Agreement This services agreement is dated November l, 2017 (the "Start Date") and is between NuQuo Group, Inc., ("NuQuo"). and Bonneville Joint School District 93, (the "Company"). NuQuo provides professional guidance and advice regarding the purchase, lease and/or financing of business equipment. The Company wants to engage NuQuo to perform the services set forth in this agreement. The parties therefore agree as follows: 1. Description of Services. NuQuo shall conduct an analysis of the Company's current contracts for copying and printing equipment, present the findings to the Company, calculate the Company's current month spend on [copying and printing) equipment, supplies, and services ("Baseline Cost"), discuss current needs and future goals with the Company, issue a request for proposal ("RFP") to multiple qualified vendors, analyze all RFP responses, negotiate the contracts with the prospective vendor or vendors selected by the Company, and recommend a vendor to the Company. 2. Fees. (a) As consideration for NuQuo's performance of the services described in Section 1, Company shall pay NuQuo a fee only if the Company's ongoing monthly spend for comparable copying and printing equipment, supplies and services on the contracts the Company enters into with vendors following the RFP (the "Renegotiated Cost") is less than the Baseline Cost. Company shall pay NuQuo a fee equal to 25% of the difference between the Baseline Cost and the Renegotiated Cost. This payment may be incorporated into the equipment lease and paid to NuQuo through the lease financing company or paid to NuQuo directly by the Company. 3. Collection of Past Due Accounts. If NuQuo should take any action against the Company for collection of fees, the prevailing party shall be paid by the other party for reasonable fees and costs incurred by the prevailing party, including all legal fees and collection agency fees. 4. Term and Termination. (a) The term of this agreement is 12 months or the length of the contract signed by Company whichever is greater, unless term inated by either party in writing as per section 4(b). (b) This agreement may be terminated by either party by providing written notice to the other party. The Company may terminate this agreement at any time within 5 days of the Start Date without penalty. If the Company terminates this agreement after 5 days from the Start Date (the "Grace Period"). then the Company shall pay NuQuo the fee NuQuo would have been otherwise entitled to receive under Section 2(a), even if the contract is terminated prior to Company's execution of contracts with a selected vendor. Any payment obligations of the Company shall survive the termination of this Agreement. 5. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. 6. Governing law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the laws of Idaho, applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in Idaho, regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. 7. Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. The parties are signing this agreement on the Start Date. Bonneville Joint School District 93 By: ~~~ Name:P~ Title: Chair, Board of Trustees NUQUO GROUP, INC. By: ~wzc,~ Name: Kevin McGee Title: A~ency Owner 2